1
EXHIBIT 1.8
KREDITANSTALT FUR WIEDERAUFBAU (1)
- and -
XXXXX MARINE SHIPPING INC. (2)
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SECOND SUPPLEMENTAL AGREEMENT
- TO -
LOAN FACILITY AGREEMENT
IN RESPECT OF M.V. "GALAXY"
(EX YARD NO. 638 AT XXX. X. XXXXX GMBH & CO.)
F(W)751
---------------------------------------------
Xxxxxxxx Xxxxx & Xxxxxxxxx
Xxxxxx
2
INDEX
PAGE
1. DOCUMENTATION TO BE SIGNED CONCURRENTLY WITH
THIS SECOND SUPPLEMENTAL AGREEMENT...................................................................2
2. AMENDMENTS TO THE ORIGINAL LOAN AGREEMENT............................................................3
2.1 Reduction of Margin Applicable to Loan B, Loan C and Loan D.................................3
2.2 Amendments to Loan C........................................................................4
2.3 Amendments to Asset Maintenance.............................................................4
2.4 Release of Assignments of Sub Earnings......................................................5
2.5 Other Amendments............................................................................7
3. LAW AND JURISDICTION................................................................................14
SCHEDULES
1. Form of Supplement to the Second Mortgage
2. Form of Supplement to the Second Assignment of Insurances
3. Form of Supplement to the Second Assignment of Charter Earnings
4. Form of Supplement to the Second Tripartite Agreement
5. Form of Addendum No. 2 to the Charter
6. Form of Supplement to Surplus Earnings Application Agreement
7. Form of Releases of First and Second Assignments of Sub-Earnings
3
THIS AGREEMENT made the 1st day of September 1998
BETWEEN:-
(1) KREDITANSTALT FUR WIEDERAUFBAU a public law corporation incorporated in
the Federal Republic of Germany whose office is at present at
Xxxxxxxxxxxxxxxx(xxxx)x 0-0, X-00000 Xxxxxxxxx am Main ("KfW"); and
(2) XXXXX MARINE SHIPPING INC a corporation incorporated under the laws of
the Republic of Liberia whose registered office is at 00 Xxxxx Xxxxxx,
Xxxxxxxx, Xxxxxxxx of Liberia ("the Borrower")
IS SUPPLEMENTAL TO a loan facility agreement dated 29 November 1993 as amended
by an agreement supplemental thereto dated 30 November 1995 (together "the
Original Loan Agreement").
WHEREAS:-
(A) On 30 July 1997 Royal Caribbean Cruises Ltd ("RCCL"), a Liberian
corporation, indirectly acquired the beneficial ownership of all of the
issued shares of Fantasia Cruising Inc. ("Fantasia"), Zenith Shipping
Corporation ("Zenith"), Blue Sapphire Marine Inc. ("Blue Sapphire"),
the Borrower, Seabrook Maritime Inc. ("Seabrook") and Celebrity Cruises
Inc. ("CCI");
(B) In consequence of the said change in beneficial ownership, by a
Memorandum dated 12 December 1997 ("the Memorandum") issued by KfW and
countersigned by Fantasia, Zenith, Blue Sapphire, the Borrower,
Seabrook, CCI and RCCL, KfW has agreed (inter alia):-
(i) to reduce the loan to be advanced by KfW to Seabrook for the
financing of m.v. "MERCURY";
(ii) to advance the loan to Seabrook on the basis of a new credit
agreement dated 12 December 1997 ("the Seabrook New Credit
Agreement") made between
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Seabrook and KfW and a letter of guarantee from RCCL to KfW
dated 12 December 1997;
(iii) to release Seabrook from all guarantees issued by Seabrook in
favour of KfW in respect of the loans made by KfW to finance
the acquisition of m.v.'s "HORIZON", "ZENITH", "CENTURY" and
"GALAXY".
(C) By a letter dated 17 December 1997 addressed by KfW to Fantasia,
Zenith, Blue Sapphire, the Borrower, Seabrook, CCI and RCCL, KfW in
accordance with Clause 1.4 of the Memorandum has (inter alia)
released:-
(i) Seabrook from all its obligations to KfW under the guarantee
dated 30 November 1995 executed by Seabrook in favour of KfW
in respect of the obligations of the Borrower under the
Original Loan Agreement; and
(ii) the Borrower from all its obligations to KfW under the
guarantee dated 30 November 1995 executed by the Borrower in
favour of KfW in respect of the obligations of Seabrook under
the Seabrook Loan Agreement (as defined under the Original
Loan Agreement);
(D) In order to give further effect to the Memorandum KfW and the Borrower
have agreed to enter into this Second Supplemental Agreement.
NOW IT IS HEREBY MUTUALLY AGREED by and between the parties thereto as follows:-
1. DOCUMENTATION TO BE SIGNED CONCURRENTLY WITH THIS SECOND SUPPLEMENTAL
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AGREEMENT
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1.1 The following shall be effected concurrently with the execution of this
Second Supplemental Agreement:-
(A) the execution by the Borrower and the registration at the
office of the Deputy Commissioner of Maritime Affairs of the
Republic of Liberia at the port of New York of a Supplement
No.1 to the Second Mortgage in the form and upon the
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terms and conditions of the draft set out in the First
Schedule to this Second Supplemental Agreement;
(B) the execution of the Borrower and CCI and delivery to KfW of a
supplement to the Second Assignment of Insurances in the form
and upon the terms and conditions of the draft set out in the
Second Schedule to this Second Supplemental Agreement;
(C) the execution by the Borrower and delivery to KfW of a
supplement to the Second Assignment of Charter Earnings duly
executed by the Borrower in the form and upon the terms and
conditions of the draft set out in the Third Schedule to this
Second Supplemental Agreement;
(D) the execution by the Borrower and CCI and delivery to KfW of a
supplement to the Second Tripartite Agreement in the form and
upon the terms and conditions of the draft set out in the
Fourth Schedule to this Second Supplement Agreement;
(E) the execution by the Borrower and CCI of an addendum No. 2 to
the Charter in the form and upon the terms and conditions of
the draft set out in the Fifth Schedule to this Second
Supplemental Agreement;
(F) the execution by Fantasia, Zenith, Blue Sapphire, the
Borrower, Seabrook and CCI of a supplement to the Surplus
Earnings Application Agreement in the form and upon the terms
and conditions of the draft set out in the Sixth Schedule to
this Second Supplemental Agreement.
2. AMENDMENTS TO THE ORIGINAL LOAN AGREEMENT
-----------------------------------------
2.1 REDUCTION OF MARGIN APPLICABLE TO LOAN B, LOAN C AND LOAN D
As and with effect from 12 December 1997 (being the date of the
Memorandum referred to in Recital B to this Second Supplemental
Agreement) the Margin applicable to each of Loan B, Loan C and Loan D
will be deemed to have been reduced to forty-five basis points (0.45%)
per annum.
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2.2 AMENDMENTS TO LOAN C
The following amendments to the Original Loan Agreement in respect of
Loan C shall be deemed to be effective as from the date of this Second
Supplemental Agreement:-
(A) Notwithstanding any provision in Clause 4 of the Original Loan
Agreement to the contrary, no Advance in respect of Loan C may
be requested by the Borrower (nor will any such Advance be
made by KfW) either in the remainder of the year 1998 or in
the year 1999.
(B) The maximum amount of Loan C is hereby reduced to
USD72,634,748 of which USD18,158,687 has been advanced by KfW
to the Borrower (and has subsequently been prepaid by the
Borrower on 20 November 1997) and USD54,476,061 (being the
equivalent of three (3) Deferrals (namely three (3) whole
Repayment Instalments of Loan A plus three (3) whole Repayment
Instalments of Loan B plus three (3) whole Repayment
Instalments of Loan D) remains available to be drawn down by
the Borrower in or after the year 2000 in accordance with the
provisions of the Original Loan Agreement (as amended by this
Second Supplemental Agreement).
2.3 AMENDMENTS TO ASSET MAINTENANCE
As and with effect from the date of this Second Supplemental
Agreement:-
(A) Clause 14.1 shall be amended in line 1 by the deletion of "1
June 1996" and the substitution therefor of "1 January 2000"
and the deletion in full of the proviso to Clause 14.1;
(B) Clause 14.3 shall be amended by the deletion in lines 6-11 of
the words in brackets commencing "(after deducting from the
said principal balances ..." and ending with the words "... in
accordance with the requirements of (i), (ii) and (iii) of the
said Clause 2.5(B))";
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(C) Clause 14.4 shall be amended by the deletion in the last line
of "(other than the Second Assignment of Sub Earnings)";
(D) Clause 14.5 shall be deleted in full.
2.4 RELEASE OF ASSIGNMENTS OF SUB EARNINGS
(A) Subject to:-
(i) the Borrower and CCI first executing (and delivering
a certified copy thereof to KfW) an addendum No. 2 to
the Charter whereby the daily rate of hire under the
Charter of the Vessel shall be increased to
USD155,500 per day in 1998 and thereafter shall be at
a daily rate sufficient to enable the Borrower to
meet the repayment instalments of principal and the
payments of interest in respect of the Loans as and
when they fall due under the Original Loan Agreement
(as amended by this Second Supplement Agreement); and
(ii) the Borrower first procuring the execution (and
delivery of the certified copies of KfW) by Fantasia,
Zenith and Blue Sapphire and by CCI of addenda to the
respective bareboat charterers of m.v.'s "HORIZON",
"ZENITH" and "CENTURY" whereby the daily rate of hire
thereunder is increased to USD37,100 per day for
"HORIZON", USD51,500 per day for "ZENITH", USD149,700
per day for "CENTURY" in 1998 and thereafter shall be
at a daily rate sufficient to enable Fantasia, Zenith
and Blue Sapphire to meet their respective
obligations as to the repayment instalments of
principal and the payments of interest in respect of
the loans as and when they fall due under the terms
of Collateral Vessel Loan Agreement, the Zenith Loan
Agreement and the First Newbuilding Loan Agreement
THEN KfW will execute releases of all first and
second assignments of Sub Earnings of the Vessel and
m.v.'s "HORIZON", "ZENITH" and "CENTURY" in the form
of the drafts set out in the Seventh Schedule to this
Second Supplemental Agreement which once executed
will be deemed effective as from 17 December 1997;
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(B) As and with effect from the date of this Second Supplemental Agreement
KfW will permit the cash flow generated by the Vessel and m.v.'s
"HORIZON", "ZENITH" and "CENTURY" to be centrally managed by RCCL
unless and until the quarterly rating of Standard & Poor in respect of
RCCL falls below "B Long Term" whereupon the Borrower will procure
that:-
(1) such central cash flow management by RCCL shall cease and the
cash flow generated by the Vessel and m.v.'s "HORIZON",
"ZENITH" and "CENTURY" will thereafter be paid to and managed
separately and directly by CCI; and
(2) any monies then owed by RCCL (or any member of the RCCL Group)
to CCI shall be immediately paid to CCI.
(C) As and with effect from the date of this Second Supplemental Agreement
Clause 15 shall be amended as follows:-
(1) Clause 15.1(A), Clause 15.1(B) and 15.1(C) shall be deleted in
full and the following substituted therefor:-
"(A) The Borrower will procure that RCCL furnishes to KfW
as soon as the same become available its unaudited
financial statements for each financial quarter of
each of its financial years. Each set of financial
statements delivered pursuant to this Clause 15.1(A)
shall be on Form 6-K (or any successor form) as filed
with the U.S. Securities Exchange Commission and
shall be prepared in accordance with U.S. generally
accepted accounting principles subject to normal year
end adjustments;
(B) The Borrower will procure that RCCL furnishes to KfW
as soon as the same become available its audited
consolidated financial statements for each of its
financial years. Each set of financial statements
delivered pursuant to this Clause 15.1(B) shall be
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prepared on Form 20-F (or any successor form) as
filed with the U.S. Securities Exchange Commission
and shall be in accordance with U.S. generally
accepted accounting principles.
(C) The Borrower will furnish to KfW not later than 120
days after the end of each financial year the
unaudited financial statements in respect of each
Obligor for each of its financial years. Each set of
financial statements delivered pursuant to this
Clause 15.1(C) shall be in accordance with U.S.
generally accepted accounting principles and
certified as to their correctness by the chief
financial officer of the relevant Obligor."
(ii) Clause 15.2(A) and (B) and (C) shall be deleted in full;
(iii) Clause 15.2(D) shall be amended by the deletion in line 3 of
"international" and the substitution of "US".
2.5 OTHER AMENDMENTS
As and with effect from the date of this Second Supplemental Agreement
the Original Loan Agreement shall be further amended as follows:-
(A) Definitions
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The definition of "Additional Securities" shall be amended by
the deletion therefrom of "Seabrook Cross Securities";
The definition "Assignment of Sub Earnings" shall be deleted
in full;
The definition "Blue Sapphire Cross Securities" shall be
amended by the deletion therefrom of paragraph (D);
The definition "Borrower's Cross Securities" shall be amended
by the deletion therefrom of "the Second Assignment of Sub
Earnings";
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The definition "Charter" shall be amended to read "means, in
respect of the Vessel, the revised 'BARECON 89' charter dated
29 November 1993 as amended by Addendum No. 1 dated 30
November 1995 and Addendum No. 2 dated 1 September 1998
whereby the Borrower has bareboat chartered the Vessel to CCI
for a minimum period of ten (10) years from the Delivery Date
upon the terms and conditions therein contained;"
The definition "Collateral Vessel Loan Agreement" shall be
amended by the insertion after "29 January 1993" of "30
November 1995 and 1 September 1998";
The definition of "Cross Collateral Guarantees" shall be
amended by the deletion therefrom in line 7 of "and Seabrook
under the Seabrook Loan Agreement";
The definition "Deferral" shall be amended in line 1 by the
deletion of "five (5)" and the substitution therefor of "four
(4)";
The definition "Fantasia Cross Securities" shall be amended by
the deletion therefrom of the reference to "(x)";
The definition "First Newbuilding Loan Agreement" shall be
amended in line 2 by the insertion after "herewith" of "as
amended by agreements supplemental thereto dated 30 November
1995 and 1 September 1998";
The definition "KfW Facility Agreements" shall be amended by
the deletion therefrom of "and the Seabrook Loan Agreement";
The definition "Margin" shall be deemed to have been amended
in accordance with the provisions of Clause 2.1;
The definitions "Operating Reserve" and "Operating Reserve
Bank" shall be deleted in full;
A new definition "RCCL Group" shall be introduced as follows:-
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"RCCL GROUP" means group of companies consisting of RCCL and
any company or corporation which is now or hereafter becomes a
subsidiary of RCCL and "member of the RCCL group" shall be
construed accordingly;
The definition "Seabrook Cross Securities" shall be deleted in
full;
The definition "Seabrook Loan Agreement" shall be deleted in
full;
The definitions of "Second Assignment of Charter Earnings",
"Second Assignment of Insurances" "Second Mortgage" and
"Second Tripartite Agreement" shall each be deemed to include
therein the respective supplements to each such security
referred to in Clause 1.2;
The definition "Second Assignment of Sub Earnings" shall be
deleted in full;
The definition "Shareholder Distribution" shall be amended to
read:-
""Shareholder Distribution" means any dividend or
other shareholder distribution but shall exclude (i)
any payment made by the Borrower as part of the
central cash flow management by RCCL of the cash flow
generated by the Vessel so long as such central cash
flow management is permitted pursuant to this
Agreement and (ii) any repayment of principal and
payment of interest on any intra Group loan to the
Borrower;".
The definition "Sub Earnings on Assignment" shall be deleted
in full;
The definition "Surplus Earnings Application Agreement" shall
be deemed to include the supplement thereto referred to in
Clause 1.2;
The definition "Temporary Cash Flow Advance" shall be deleted
in full;
The definition "Zenith Cross Securities" shall be amended by
the deletion therefrom of the reference to "(v)";
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The definition "ZENITH Loan Agreement" shall be amended by the
insertion after "31 March 1995" of "30 November 1995 and 1
September 1998".
(B) Clause 11
Clause 11.1 shall be amended by the insertion of "; or" at the
end of paragraph (C) and the insertion of a new paragraph
"(D)" reading as follows:-
"(D) at any time it becomes unlawful for any
Obligor to perform any or all of its
obligations under this Agreement, the
Charter or any of the Security Documents to
which any of them is a party and any such
event shall continue unremedied for fifteen
(15) days after notice thereof has been
given to the Borrower by KfW;"
Clause 11.3: in the formula "a + b - c" the definition of 'b'
shall be amended to read:
"b = such amount of interest calculated at 8% p.a.
(or whatever rate is applicable to Loan A at the date
of the relevant prepayment) as would have accrued,
but for the prepayment on the amount of the
prepayment of Loan A for the Remaining Period;"
(C) Clause 13
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(i) Clause 13.1(J) shall be amended in lines 7-8 by the
deletion of "5th August 1988 made between the United
States Customs Service and Chandris Incorporated" and
the substitution therefor of "made or to be made
between the United States Customs Service and
Celebrity Cruises Inc.";
(ii) Clause 13.1(K) shall be amended by the deletion in
line 3 of "Sub Earnings'";
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(iii) Clause 13.1(M) shall be deleted in full;
(iv) Clause 13.1(O) shall be amended by the deletion
therefrom of the references to "Seabrook";
(v) Clause 13.2(D) shall be amended to read:-
"(D) make any loans (save in the ordinary
course of business) or grant any credit
(save in the ordinary course of business);"
(vi) Clause 13.2(F) shall be amended to read:-
"(F) purchase or own any ship other than the
Vessel;"
(vii) Clause 13.3(D) shall be amended to read:-
"carry on any business other than the
ownership, operation and chartering of the
Vessel and business relating thereto"
(viii) Clause 13.3(E) shall be amended to read:-
"(without prejudice to the central cash flow
management by RCCL of the cash flow generated by the
Vessel permitted pursuant to this Agreement and intra
Group loans to the Borrower) save for the
Subordinated Loan borrow any money or raise any funds
save by borrowings which:
(i) may from time to time be required to assist
the Borrower in financing the ownership,
operation and chartering of the Vessel;
(ii) have received KfW's prior approval; and
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(iii) are unsecured and subordinated to all sums
due to KfW under this Agreement by a
document or documents in form and substance
in all respects satisfactory to and approved
by KfW".
(ix) Clause 13.2(G) shall be amended by the addition of
the following words at the end of the paragraph:-
"or any set of articles of incorporation and
bye-laws which, subject as provided in
Clause 13.2(I) may be adopted in the future"
(x) Clause 13.4 shall be deleted in full;
(xi) Clause 13.6 shall be amended by the deletion
therefrom of paragraph (B).
(D) Clause 16.1, 16.2 and 16.3 shall be amended so as to delete
--------------------------
therefrom all references to "CCI"; but the provisions in
relation to Shareholder Distributions by the Borrower shall
remain in full force and effect, with "Surplus Vessel Cash
Flow" being amended to mean "(being the balance of the total
Net Sub Earnings of the Vessel for that Financial Year less
the instruments of principal and interest of the Loans which
the Borrower is requested to pay to KfW in that Financial
Year)";
(E) Clause 17
(i) Clause 17.2(E), line 2, shall be amended by the
deletion of "fourteen (14) days" and the substitution
of "thirty (30) days";
(ii) Clause 17.2(G) shall be deleted in full;
(iii) Clause 17.2(H) shall be amended in line 4 by the
insertion after "Borrowers" of "and such breach
remains unremedied for thirty (30) days";
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(iv) Clause 17.2(J) shall be amended to read:-
"any judgment or order for the payment of
money in excess of USD10,000,000 shall be
rendered against the Borrower by a court of
competent jurisdiction and the Borrower
shall have failed to satisfy such judgment
and either:
(a) enforcement proceedings in respect
of any material assets of the
Borrower shall have been commenced
by any creditor upon such judgment
or order and shall not have been
stayed or enjoined within five (5)
Business Days after the commencement
of such enforcement proceedings; or
(b) there shall be a period of ten (10)
consecutive Business Days during
which a stay of enforcement of such
judgment or order, by reason of a
pending appeal or otherwise, shall
not be in effect."
(v) In Clause 17.2(Q) and reference to "Seabrook" shall
be deleted;
(vi) Clause 17.2(R)(iv) shall be amended by the deletion
of "the Seabrook Loan Agreement" and the substitution
therefor of "the New Seabrook Credit Agreement";
(vii) Clause 17.2(S) shall be deleted in full;
(viii) Clause 17.2(T) shall be amended by the insertion in
line 6 after "made" of the words:-
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"and such incorrectness shall continue
unremedied for at least five (5) Business
Days after notice thereof shall have been
given to the Borrower by KfW (or, if (a)
such incorrectness is capable of being
remedied within fifteen (15) days
(commencing on the first day of such five
(5) Business Day period) and (b) the
Borrower is actively seeking to remedy the
same during such period, such incorrectness
shall continue unremedied for at least
fifteen (15) days; or"
(ix) Clause 17.2(V) shall be amended to read:-
"during the Security Period without the
prior written consent of KfW, RCCL ceases to
own beneficially (whether directly or
indirectly) at least 51% of the issued stock
carrying voting rights of the Borrower,
Fantasia, Zenith, Blue Sapphire, Seabrook
and CCI; or"
(x) Clause 17.2(Z), Clause 17.2(AA) and Clause 17.2(AD)
shall each be deleted;
(xi) In Clause 17.2(AG) all references to "Seabrook" shall
be deleted.
2.6 KfW hereby confirms that the Borrower has been released with effect
from 1 June 1998 from any obligation under the Original Agreement and
the Security Documents to effect and maintain or to reimburse KfW the
cost of KfW effecting and maintaining mortgagees interest insurance and
mortgagees additional perils (pollution) cover in respect of the Vessel
and m.v.s "HORIZON", "ZENITH" and "CENTURY" in the case of the
mortgagees interest insurance with effect from 1 June 1998 and in the
case of the mortgagees additional perils (pollution cover) with effect
from 1 January 1998.
2.7 For the purpose of all notice clauses contained in the Original
Agreement or any of the Security Documents to which the Borrower is a
party, all notices to the Borrower shall henceforward be sent to the
Borrower:
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c/o Celebrity Cruises Inc.
0000 Xxxxxxxxx Xxx
Xxxxx
Xxxxxxx 00000-0000
XXX
Telefax No: 000-000-0000 Attention: Vice President & Treasurer
with copy to Vice President & General Counsel
2.8 All references in the Original Agreement to "this Agreement"
"hereunder" "hereof"or "herein" shall be deemed to refer to the
Original Loan Agreement as amended by this Second Supplemental
Agreement.
2.9 Save as amended by Clause 2.1 to 2.6 (both inclusive) the Original Loan
Agreement shall remain unchanged and in full force and effect. 1.1
3. LAW AND JURISDICTION
--------------------
The provisions of Clauses 29 (Law) and 30 (Jurisdiction) of the
Original Loan Agreement shall apply to this Second Supplemental
Agreement mutatis mutandis.
AS WITNESS the hands of the duly authorised representatives of the parties
hereto the day and year first before written.
SIGNED by ) /s/
)
for and on behalf of )
KREDITANSTALT FUR WIEDERAUFBAU )
in the presence of:- ) /s/
SIGNED by )
)
for and on behalf of ) /s/
XXXXX MARINE SHIPPING INC )
in the presence of:- ) /s/ Don K. Kick
/s/
------------------------------------
Don K. Kick
Notary Public
State of New York
No. 00-0000000
18
THE FIRST SCHEDULE
SUPPLEMENT NO. 1
-TO-
SECOND PREFERRED MORTGAGE
-ON-
"GALAXY"
SUPPLEMENT NO. 1 dated 1998 ("this Supplement No. 1") to a second
preferred mortgage dated 20 November 1996 ("the Mortgage") by XXXXX MARINE
SHIPPING INC. a Liberian corporation ("the Owner") in favour of KREDITANSTALT
FUR WIEDERAUFBAU a public law corporation incorporated in the Federal Republic
of Germany whose registered office is at present at Xxxxxxxxxxxxxxxxxxx 0-0,
X-00000 Xxxxxxxxx xx Xxxx, Xxxxxxx Xxxxxxxx of Germany ("the Mortgagee")
recorded on 20 November 1996 at 10.17 A.M. E.S.T. in Book PM48 at Page 1025.
WHEREAS:-
A. The Owner is the registered and beneficial owner of the whole of the
Liberian flag cruise vessel "GALAXY" ("the Vessel"): official number
"10527" of 76,522 gross and 43,108 net tons; or thereabouts, duly
documented in the name of the Owner under the laws of the Republic of
Liberia, with her home port at Monrovia, Liberia;
B. Words and expressions defined in the Mortgage shall, unless stated herein
to the contrary, bear the same meanings when used in this Supplement No. 1;
C. By a letter dated 17 December 1997 addressed by the Mortgagee to (inter
alios) the Owner the Mortgagee has (inter alia) released the Owner from all
of its obligations under the Guarantee dated 30 November 1995 in respect of
the Seabrook Loan Agreement;
D. At the date of this Supplement No. 1 the aggregate of possible advances
that may be made by the Mortgagee to Fantasia pursuant to the Horizon Loan
Agreement and secured by the Mortgage (as amended and supplemented by this
Supplement No. 1) is eight million three hundred and eighty seven thousand
four hundred and eighty United States Dollars (USD8,387,480) (of which
USD7,455,536 is Fantasia Loan A, USD931,944 is Fantasia Loan B, zero is
Fantasia Loan C and zero is Fantasia Loan D;
E. At the date of this Supplement No. 1 the aggregate of all possible advances
that may be made by the Mortgagee to Zenith pursuant to the Zenith Loan
Agreement and secured by the Mortgage (as amended and supplemented by this
Supplement No. 1) is one hundred and five million nine hundred and
eighty-four thousand two hundred and twenty-five United States Dollars and
thirty-six cents (USD105,984,225.36) (of which USD45,694,112 is Zenith Loan
A, USD58,856,706.13 is Zenith Loan B, USD1,433,407.23 is Zenith Loan C and
zero is Zenith Loan D;
F. By an agreement dated 1998 supplemental to the Blue Sapphire Loan
Agreement it has been agreed by Blue Sapphire with the Mortgagee that the
maximum amount of Blue Sapphire Loan C available to be advanced by the
Mortgagee shall be reduced to USD35,493,844 Dollars and at the date of this
Supplement No. 1 the aggregate of all possible advances that may be made by
the Mortgagee to Blue Sapphire
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EXHIBIT 1.5
-2-
pursuant to the Blue Sapphire Loan Agreement is two hundred and forty-eight
million four hundred and fifty six thousand nine hundred and eight Dollars
(USD248,456,908) United States Dollars (of which USD179,261,284 is Blue
Sapphire Loan A, USD22,407,660 is Blue Sapphire Loan B, USD35,493,844 is
Blue Sapphire Loan C and USD11,294,120 is Blue Sapphire Loan D;
G. The Owner and the Mortgagee wish by this Supplement No. 1 to amend the
Recording Clause of the Mortgage so as to reflect the transactions referred
to in Recitals C, D, E and F.
NOW THEREFORE, in consideration of the premises and other good and valuable
consideration the receipt and sufficiency whereof are hereby acknowledged by
the Owner and the Mortgagee, the Owner and the Mortgagee hereby covenant and
agree as follows:-
1. As and with effect from 17 December 1997 the Mortgage shall cease to secure
Seabrook Loan A, Seabrook Loan B, Seabrook Loan C and Seabrook Loan D.
2. For the purpose of recording this Supplement No. 1 as required by Chapter
3 of Title 22 of the Liberian Code of Law of 1956, as amended, this Supplement
No. 1 amends the total amount secured by the Mortgage. The total amount of the
Mortgage is amended to three hundred and sixty two million eight hundred and
twenty-eight thousand six hundred and thirteen Dollars and thirty-six cents
(USD362,828,613.36) (of which USD8,387,480 is the aggregate of Fantasia Loan A,
Fantasia Loan B, Fantasia Loan C and Fantasia Loan D, USD105,984,225.36 is the
aggregate of Zenith Loan A, Zenith Loan B, Zenith Loan C and Zenith Loan D and
USD248,456,908 is the aggregate of Blue Sapphire Loan A, Blue Sapphire Loan B,
Blue Sapphire Loan C and Blue Sapphire Loan D) and interest and performance of
mortgage covenants. The date of maturity is on demand. There is no separate
discharge amount.
IN WITNESS whereof the Owner and the Mortgagee have executed this Supplement
No. 1 the date and year first before written.
XXXXX MARINE SHIPPING INC.
By:
------------------------------------
Title:
KREDITANSTALT FUR WIEDERAUFBAU
By:
-----------------------------------
Title: Attorney-in-Fact
00
XXXXXXXXXXXXXXX
XXXXX XX XXX XXXX )
) ss.:
COUNTY OF NEW YORK )
On the day of 1998 before me personally came ,
to me known, and known to me to be the person who executed the foregoing
Supplement No. 1 who, being by me duly sworn, did depose and say that he
resides at ; that he is of
Xxxxx Marine Shipping Inc., a Liberian corporation, the entity described in and
which executed the foregoing Supplement No. 1; that he signed his name thereto
pursuant to authority granted to him by the Board of Directors of the said
entity; and he further acknowledged that the said Supplement No. 1 is the act
and deed of the said entity.
-----------------------------------
NOTARY PUBLIC
[FOR USE THE IN THE REPUBLIC OF LIBERIA]
21
ACKNOWLEDGEMENT
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the _____ day of ____________________ 1998 before me personally came
______________, to me known, and known to me to be the person who executed the
foregoing Supplement No. 1 who, being by me duly sworn, did depose and say that
he/she resides at ______________________; that he/she is Attorney-in-Fact for
Kreditanstalt fur Wiederaufbau the corporation described in and which executed
the foregoing Supplement No. 1; that he/she signed his/her name thereto pursuant
to authority granted to him/her by a Power of Attorney of the said entity; and
he/she further acknowledged that the said Supplement No. 1 is the act and deed
of the said entity.
------------------------------
NOTARY PUBLIC
[FOR USE THE IN THE REPUBLIC OF LIBERIA]
22
-1-
THE SECOND SCHEDULE
THIS DEED dated the day of 1998 made between:
(1) XXXXX MARINE SHIPPING INC. ("the Owner")
(2) CELEBRITY CRUISES INC. ("the Charterer")
and
(3) KREDITANSTALT FUR WIEDERAUFBAU ("the Assignee")
IS SUPPLEMENTAL TO a deed of second assignment of insurances of the Liberian
flag cruise vessel m.v. "GALAXY" dated 20 November 1996 ("the Original
Assignment").
WHEREAS:-
A. Words and expressions defined in the Original Assignment shall bear the
same meanings when used in this Supplemental Deed;
B. By a letter dated 17 December 1997 addressed by the Assignee to (inter
alios) the Owner the Assignee has (inter alia) released the Owner from
all further obligations under the Guarantee dated 30 November 1995
("the Released Guarantee") issued by the Owner in favour of the
Assignee in respect of the obligations of Seabrook Maritime Inc. under
the Seabrook Loan Agreement and has further agreed to enter into this
Supplemental Deed in order that the Original Assignment shall cease to
stand as security for the obligations of the Owner under the Released
Guarantee.
NOW THIS DEED WITNESSETH and it is hereby agreed by and between the parties
hereto as follows:-
1. As and with effect from 17 December 1997 the Original Assignment shall
cease to stand as security for the balance from time to time
outstanding of the principal amount of the Seabrook Loans, interest
accrued thereon and all other sums whatsoever and howsoever that may
hereafter be secured by the Released Guarantee and any securities
executed for the obligations of the Owner under the Released Guarantee.
2. Without prejudice to the generality of Clause 1 as and with effect from
17 December 1997 the following further amendments shall be deemed to
have been made to the Original Assignment:-
3. the expression "Guarantees" shall exclude the Released
Guarantee;
4. the expression "Borrowers" shall be amended by the deletion
therefrom of "Seabrook";
23
-2-
5. the expression "Loan Agreements" shall be amended by the
deletion therefrom of "the Seabrook Loan Agreement";
6. the expression "Loans" shall be amended by the deletion
therefrom of "the Seabrook Loans".
7. Save as amended hereby the Original Assignment shall remain unchanged
and in full force and effect.
8. The provisions of Clause 12 (Governing Law) and Clause 13
(Jurisdiction) shall apply mutatis mutandis to this Supplemental Deed.
IN WITNESS whereof this Supplemental Deed has been executed by the parties
hereto on the day and year first before written.
SIGNED and DELIVERED as a DEED )
by XXXXX MARINE SHIPPING INC. )
acting by )
)
in the presence of: )
SIGNED and DELIVERED as a DEED )
by CELEBRITY CRUISES INC. )
acting by )
)
in the presence of: )
SIGNED and DELIVERED as a DEED )
by )
for and on behalf of )
KREDITANSTALT FUR WIEDERAUFBAU )
in the presence of: )
24
- 1 -
THE THIRD SCHEDULE
THIS DEED dated the day of 1998 made between:
(1) XXXXX MARINE SHIPPING INC. ("the Assignor")
and
(2) KREDITANSTALT FUR WIEDERAUFBAU ("the Assignee")
IS SUPPLEMENTAL TO a deed of second assignment of Charter Earnings, Owner's
Requisition Compensation and Earnings of the Liberian flag cruise vessel m.v.
"GALAXY" dated 20 November 1996 ("the Original Assignment").
WHEREAS:-
A. Words and expressions defined in the Original Assignment shall bear the
same meanings when used in this Supplemental Deed;
B. By a letter dated 17 December 1997 addressed by the Assignee to (inter
alios) the Assignor the Assignee has (inter alia) released the Owner
from all further obligations under the Guarantee dated 30 November 1995
("the Released Guarantee") issued by the Assignor in favour of the
Assignee in respect of the obligations of Seabrook Maritime Inc under
the Seabrook Loan Agreement and has further agreed to enter into this
Supplemental Deed in order that the Original Assignment shall cease to
stand as security for the obligations of the Assignor under the
Released Guarantee.
NOW THIS DEED WITNESSETH and it is hereby agreed by and between the parties
hereto as follows:-
1. As and with effect from 17 December 1997 the Original Assignment shall
cease to stand as security for the balance from time to time
outstanding of the principal amount of the Seabrook Loans, interest
accrued thereon and all other sums whatsoever and howsoever that may
hereafter be secured by the Released Guarantee and any securities
executed for the obligations of the Assignor under the Released
Guarantee.
2. Without prejudice to the generality of Clause 1 as and with effect from
17 December 1997 the following further amendments shall be deemed to
have been made to the Original Assignment:-
3. the expression "Guarantees" shall exclude the Released Guarantee;
4. the expression "Borrowers" shall be amended by the deletion therefrom
of "Seabrook";
25
-2-
5. the expression "Loan Agreements" shall be amended by the deletion
therefrom of "the Seabrook Loan Agreement";
6. the expression "Loans" shall be amended by the deletion therefrom of
"the Seabrook Loans".
7. Save as amended hereby the Original Assignment shall remain unchanged
and in full force and effect.
8. The provisions of Clause 12 (Governing Law) shall apply mutatis
mutandis to this Supplemental Deed.
IN WITNESS whereof this Supplemental Deed has been executed by the parties
hereto on the day and year first before written.
SIGNED and DELIVERED as a DEED )
by XXXXX MARINE SHIPPING INC. )
acting by )
)
in the presence of: )
SIGNED and DELIVERED as a DEED )
by )
)
for and on behalf of )
KREDITANSTALT FUR WIEDERAUFBAU )
in the presence of: )
26
THE FOURTH SCHEDULE
THIS AGREEMENT dated the day of 1998 made between:
(1) XXXXX MARINE SHIPPING INC. ("the Owner")
(2) CELEBRITY CRUISES INC. ("the Charterer")
and
(3) KREDITANSTALT FUR WIEDERAUFBAU ("the Mortgagee")
IS SUPPLEMENTAL TO a second tripartite agreement in respect of the Liberian flag
cruise vessel m.v. "GALAXY" dated 30 November 1995 ("the Original Agreement")
WHEREAS:-
A. Words and expressions defined in the Original Agreement shall bear the
same meanings when used in this Supplemental Agreement;
B. By a letter dated 17 December 1997 addressed by the Mortgagee to (inter
alios) the Owner and the Charterer the Mortgagee has (inter alia)
released the Owner from all further obligations under the Guarantee
dated 30 November 1995 ("the Released Guarantee") issued by the Owner
in favour of the Mortgagee in respect of the obligations of Seabrook
Maritime Inc under the Seabrook Loan Agreement and has further agreed
to enter into this Supplemental Agreement in order that the Original
Agreement shall cease to stand as security for the obligations of the
Owner under the Released Guarantee;
C. By a Supplement No. 1 of even date herewith to the Second Mortgage the
Owner and the Mortgagee have agreed that as and with effect from 17
December 1997 the Second Mortgagee shall cease to stand as security for
the Released Guarantee.
NOW it is hereby agreed by and between the parties hereto as follows:-
1. As and with effect from 17 December 1997 the Original Agreement shall
cease to stand as security for the balance from time to time
outstanding of the principal amount of the Seabrook Loans, interest
accrued thereon and all other sums whatsoever and howsoever that may
hereafter be secured by the Released Guarantee and any securities
executed for the obligations of the Owner under the Released Guarantee.
2. Without prejudice to the generality of Clause 1 as and with effect from
17 December 1997 the following further amendments shall be deemed to
have been made to the Original Agreement:-
(A) the expression "Guarantees" shall exclude the Released
Guarantee;
(B) the expression "Borrowers" shall be amended by the deletion
therefrom of "Seabrook";
(C) the expression "Loan Agreements" shall be amended by the
deletion therefrom of "the Seabrook Loan Agreement";
27
-2-
D. the expression "Loans" shall be amended by the deletion
therefrom of "the Seabrook Loans".
3. Save as amended hereby the Original Assignment shall remain unchanged
and in full force and effect.
4. The provisions of Clause 8 (Applicable Law and Jurisdiction) shall
apply mutatis mutandis to this Supplemental Deed.
IN WITNESS whereof this Supplemental Agreement has been executed by the parties
hereto on the day and year first before written.
SIGNED )
by XXXXX MARINE SHIPPING INC. )
acting by )
)
in the presence of:- )
SIGNED )
by CELEBRITY CRUISES INC. )
acting by )
)
in the presence of:- )
SIGNED )
by )
KREDITANSTALT FUR WIEDERAUFBAU )
acting by )
)
in the presence of:- )
28
THE FIFTH SCHEDULE
ADDENDUM NO. 2
DATED 1998
TO THE MODIFIED "BARECON '89" BAREBOAT CHARTER
DATED 29 NOVEMBER 1993 AS AMENDED BY ADDENDUM NO. 1
DATED 30 NOVEMBER 1995 (TOGETHER "THE CHARTER") BETWEEN
XXXXX MARINE SHIPPING INC.
("THE OWNERS")
AND
CELEBRITY CRUISES INC.
("THE CHARTERERS")
IN RESPECT OF M.V. "GALAXY" ("THE VESSEL")
WHEREAS:
A. Words and expressions defined in the Charter shall have the same
meanings when used in this Addendum No. 2;
B. The Owners and Charterers are desirous of amending the Charter upon the
terms of this Addendum No. 2.
NOW IT IS HEREBY AGREED:-
1. As and with effect from 199 the Charter is hereby
amended as follows:-
(A) CLAUSE 28: In respect of the period from 199 until
31 December 1998 the daily rate of hire shall be amended to
USD155,500 per calendar day SAVE THAT:-
(i) if there is any prepayment of principal under the KfW
Loan Agreement prior to December 31, 1998, the daily
rate of hire shall be adjusted immediately after that
prepayment so as to be such rate per calendar day
which is required to enable the Owners to meet their
obligations under the KfW Loan Agreement as to the
repayment of principal and the payment of interest
for the balance of the year ended December 31, 1998
(after taking account of such prepayment) as shall be
agreed between the Owners and the Charterers (and
approved by the Mortgagees);
(ii) for the year ended December 31, 1999 and each
subsequent year of the Charter period (inclusive if
the Option is exercised of the further two and one
half (2 1/2) years which will commence upon expiry of
the initial ten (10) year period), the daily rate of
hire shall be such rate which is
29
-2-
required to enable the Owners to meet their
obligations under the KfW Loan Agreement as to the
repayment of principal and the payment of interest
during each such year, as shall be agreed between the
Owners and the Charterers (and approved by of the
Mortgagees) and adjusted as necessary thereafter by
reason of any prepayment of principal under the KfW
Loan Agreement.
Such hire shall be payable semi-annually in arrears on the
same dates as principal and interest are due under the KfW
Loan Agreement (or at such other intervals as shall from time
to time be agreed between the Owners and the Charterers) to
such account as shall from time to time be specified by the
Owners/Mortgagees.
(B) CLAUSE 29: Lines 10-13 to be amended to read:
"favour of the Mortgagees as security for the Cross Collateral
Guarantees (as defined in the KfW Loan Agreement)".
(C) CLAUSE 30.01 shall be amended by:
(i) amending sub-paragraph (c) by deleting the words "a
petition is presented or"; and
(ii) by deleting sub-paragraphs (d), (e), (f), (g) and (h);
and
(iii) by re-lettering sub-paragraph (i) as sub-paragraph (d)
and amending it by replacing "(h)" in the last line
with "(c)".
(D) CLAUSE 31 shall be deleted in full.
(E) All references in the Charter to "the KfW Loan Agreement"
shall be deemed to include the supplemental agreement dated
1998 made between the Mortgagees and the Owners.
2. Save as amended by this Addendum No. 2 the Charter shall remain
unchanged and in full force and effect.
3. The provisions of Clause 26 (Law and Arbitration) of the Charter shall
apply to this Addendum No. 2 mutatis mutandis.
SIGNED by )
)
for and on behalf of )
XXXXX MARINE SHIPPING INC. )
SIGNED by )
)
for and on behalf of )
CELEBRITY CRUISES INC. )
30
-1-
THE SIXTH SCHEDULE
THIS AGREEMENT dated the day of 1998 BETWEEN:-
(1) FANTASIA CRUISING INC. a corporation incorporated under the laws of the
Republic of Liberia whose registered office is at 00 Xxxxx Xxxxxx,
Xxxxxxxx, Xxxxxxxx of Liberia ("Fantasia");
(2) ZENITH SHIPPING CORPORATION a corporation incorporated under the laws
of the Republic of Liberia whose registered office is at 00 Xxxxx
Xxxxxx, Xxxxxxxx, Xxxxxxxx of Liberia ("Zenith");
(3) BLUE SAPPHIRE MARINE INC. a corporation incorporated under the laws of
the Republic of Liberia whose registered office is at 00 Xxxxx Xxxxxx,
Xxxxxxxx, Xxxxxxxx of Liberia ("Blue Sapphire");
(4) XXXXX MARINE SHIPPING INC. a corporation incorporated under the laws of
the Republic of Liberia whose registered office is at 00 Xxxxx Xxxxxx,
Xxxxxxxx, Xxxxxxxx of Liberia ("Xxxxx");
(5) SEABROOK MARITIME INC. a corporation incorporated under the laws of the
Republic of Liberia whose registered office is at 00 Xxxxx Xxxxxx,
Xxxxxxxx, Xxxxxxxx of Liberia ("Seabrook");
(6) CELEBRITY CRUISES INC. a corporation incorporated under the laws of the
Republic of Liberia whose principal place of business is at 00 Xxxx
Xxxxxxx, Xxxxxxx, Xxxxxx ("CCI"); and
(7) KREDITANSTALT FUR WIEDERAUFBAU a public law corporation incorporated in
the Federal Republic of Germany whose office is at present at
Xxxxxxxxxxxxxxxxxxx 0-0, X-00000 Xxxxxxxxx am Main ("KfW")
31
-2-
IS SUPPLEMENTAL TO an agreement dated 30 November 1995 (known as the 'Surplus
Earnings Application Agreement') made between the same parties.
WHEREAS:-
Pursuant to a memorandum dated 12 December 1997 signed by KfW and countersigned
by each of the other parties hereto and by Royal Caribbean Cruises Ltd. ("RCCL")
it was (inter alia) agreed that KfW would enter into an agreement supplemental
to the Original Agreement so as to release Seabrook from being a party thereto
and to delete therefrom the provisions relating to the application of Sub
Earnings or Net Sub Earnings of each Vessel (as each such expression is defined
in the Original Agreement) by reason of the release by KfW pursuant to the said
memorandum of each of the assignments of the said Sub Earnings and Net Sub
Earnings referred to in Recital G to the Original Agreement.
NOW IT IS HEREBY AGREED by and between the parties hereto as follows:-
1. As and with effect from 17 December 1997 ("the Effective Date"), KfW
hereby releases Seabrook from any further obligations and liabilities
under the Original Agreement and Seabrook shall cease to be a party to
the Original Agreement.
2. As and with effect from the Effective Date:-
3. Clause 2 of the Original Agreement shall cease to
apply and shall be deemed to have been deleted from the
Original Agreement;
4. Clause 3 of the Original Agreement shall be amended as
follows:-
1. Clause 3.1(E) and Clause 3.2(E) shall each be deleted in full;
2. Throughout Clause 3 all references to "639", "639 Loans" and "the
Seabrook Loan Agreement" (sometimes also referred to as "the 639 Loan
Agreement") shall be deleted;
32
-3-
3. Throughout Clause 3 all references to "637 Loan Agreement" and "638
Loan Agreement" shall be deemed to refer to the Blue Sapphire Loan
Agreement and the Xxxxx Loan Agreement respectively.
1. Save as amended hereby the Original Agreement shall remain
unchanged and in full force and effect.
2. Each of the Owners (other than Seabrook) and CCI hereby
acknowledge towards KfW that notwithstanding the said release
of Seabrook they shall remain bound by the Original Agreement
(as amended and supplemented by this Supplemental Agreement).
3. The provisions of Clause 5 (Applicable Law and Jurisdiction)
shall apply to this Supplemental Agreement mutatis mutandis.
33
-4-
IN WITNESS whereof the parties hereto have executed this Agreement the day and
year first before written
SIGNED by )
)
for and on behalf of )
FANTASIA CRUISING INC. )
in the presence of:- )
SIGNED by )
)
for and on behalf of )
ZENITH SHIPPING CORPORATION )
in the presence of:- )
SIGNED by )
)
for and on behalf of )
BLUE SAPPHIRE MARINE INC. )
in the presence of:- )
SIGNED by )
)
for and on behalf of )
XXXXX MARINE SHIPPING INC. )
in the presence of:- )
34
-5-
SIGNED by )
)
for and on behalf of )
SEABROOK MARITIME INC. )
in the presence of:- )
SIGNED by )
)
for and on behalf of )
CELEBRITY CRUISES INC. )
in the presence of:- )
SIGNED by )
)
for and on behalf of )
KREDITANSTALT FUR )
WIEDERAUFBAU )
in the presence of:- )
35
THE SEVENTH SCHEDULE
THIS DEED OF REASSIGNMENT is made the day of 1988 BETWEEN:-
(1) KREDITANSTALT FUR WIEDERAUFBAU of Xxxxxxxxxxxxxxxxxxx 0-0, X-00000
Xxxxxxxxx xx Xxxx, Xxxxxxx Xxxxxxxx of Germany ("KfW");
(2) XXXXX MARINE SHIPPING INC. a corporation duly incorporated under the
laws of the Republic of Liberia having its registered office at 00
Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx of Liberia ("the Owner"); and
(3) CELEBRITY CRUISES INC. a corporation duly incorporated under the laws
of the Republic of Liberia having its registered office at 00 Xxxxx
Xxxxxx, Xxxxxxxx, Xxxxxxxx of Liberia ("CCI").
WHEREAS:-
A. By a deed of assignment dated 20 November 1996 ("the Original
Assignment") the Owner assigned to KfW all the rights, title and
interest of the Owner under a first general assignment of sub-earnings
of the Liberian cruise vessel "GALAXY" dated 20 November 1996 ("the
CCI Assignment") granted by CCI to the Owner;
B. Words and expressions defined in the Original Assignment shall have
the same meanings when used in this Deed of Reassignment;
C. On 30 July 1997 Royal Caribbean Cruises Ltd. ("RCCL"), a Liberian
corporation, indirectly acquired the beneficial ownership of all of
the issued shares of Fantasia Cruising Inc. ("Fantasia"), Zenith
Shipping Corporation ("Zenith"), Blue Sapphire Marine Inc. ("Blue
Sapphire"), Xxxxx Marine Shipping Inc. ("Xxxxx"), Xxxxxxxx Maritime
Inc. ("Seabrook") and CCI;
D. Pursuant to a memorandum dated 12 December 1997 ("the Memorandum")
issued by KfW and countersigned by Fantasia, Zenith, Blue Sapphire,
Esker, Seabrook, CCI and RCCL, KfW has (inter alia) agreed to enter
into this Deed of Reassignment.
36
-2-
NOW THIS DEED WITNESSETH as follows:
1. Pursuant to the Memorandum and in consideration of the premises and
other good and valuable consideration (the receipt and sufficiency
whereof KfW hereby acknowledges) KfW (without any warranty on the part
of KfW and without recourse of KfW) hereby reassigns to the Owner
absolutely all KfW's rights, title and interest in and to the benefit
of the CCI Assignment and all Net Sub Earnings of the said cruise
vessel which were assigned to KfW pursuant to the Original
Assignment. The said reassignment shall be deemed to have taken
effect as from 17 December 1997.
2. CCI by its signature to this Deed of Reassignment hereby acknowledges
notice of the said reassignment hereby effected by KfW to the Owner
without the necessity for KfW to give a separate notice of such
reassignment to CCI.
3. This Deed of Reassignment shall be governed by and construed in
accordance with the laws of England.
IN WITNESS whereof KfW and CCI have executed this Deed of Reassignment the day
and year first before written.
SIGNED and DELIVERED as a DEED )
by )
for and on behalf of )
KREDITANSTALT FUR WIEDERAUFBAU )
in the presence of:- )
SIGNED and DELIVERED as a DEED )
by )
for and on behalf of )
CELEBRITY CRUISES INC )
in the presence of:- )
